


‘Cos I Love You

by doodlerooniee



Category: Marvel Cinematic Universe, Spider-Man: Homecoming (2017)
Genre: A frankly annoying amount of sitcom name drops, Damage done by Civil War has been mended!, F/F, Female Peter Parker, Female Tony Stark, Gen, Hurt Tony Stark, Light Angst, Mother-Daughter Relationship, On indefinite hiatus sorry gang! 🥵, Platonic Love, Platonic Relationships, Precious Peter Parker, Precious Tony Stark, Tony Stark acting as Peter Parker’s parental figure
Language: English
Status: In-Progress
Published: 2019-05-13
Updated: 2019-05-24
Packaged: 2020-03-02 18:39:42
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 7,847
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18816739
Author URL: https://archiveofourown.org/users/doodlerooniee/pseuds/doodlerooniee
Summary: Toni Stark, her protege Penny Parker, and the five times they say I love you.





	1. Out of Nowhere

**Notes for the Chapter:**

> Y’know when you really like a trope or plot idea, but you literally can’t find it anywhere? Yeah, that’s how I feel about genderbent irondad + spiderson. Be the change you wanna see, right?
> 
> I figured more people other than myself have thought this idea es muy bíen so I went for it. Literally left school early today and am currently sitting at a park, in a parking lot, posting this.
> 
> Anyways... enjoy!

* * *

The first time it’s said, she doesn’t even mean for it to happen.

 

The pair sit together in the penthouse living room - a lazy late morning Saturday, with the wide windows displaying the skyline and sun glancing into the room.  _ The Office  _ plays on the big television, largely ignored by both occupants of the room.

 

Penny lays on her stomach in front of the TV, with folders and a binder spread all in front of her as she writes intently on the paper beneath her hunched shoulders. The clock on Toni’s watch says that it’s nearing noon, and Penny’s been at it with insane focus since around ten thirty.

 

Toni, on the other hand, sits adjacent to the teenager. She sits slouched on the couch, feet propped on the coffee table as she pours over emails in her inbox as well as staring at documents meant only for her signature.

 

With a glance at the time, Toni exhales noisily through her nose and drops the tablet in her hands to the leather couch, taking off her glasses in the same breath. She rubs her eyes and pinches the bridge of her nose, scrunching her eyebrows and then relaxing and dropping her hand beside her. Registering her surroundings for what must be the first time since nine this morning, Toni looks out the window briefly before looking at the TV to see Michael Scott explaining what  _ TMI  _ means. 

 

Toni’s eyes lazily drag from the television to the girl lying on the floor, invested in her English assignment. Toni can only see her profile, and even then the girls long hair is hanging partially in her face. Despite the hair curtain, Toni can see the adolescent curve of Penny’s cheek, and the furrow of her thin eyebrows as she concentrates. 

 

The woman smiles, watching Penny stick her tongue out as she quickly erases whatever she had last written. In the grand scheme of things, the two haven’t known each other that long. Toni has lived 48 years of life, and the teenage girl on her carpet has only been a part of it for less than a year - thank god Penny wasn’t around for the earlier years, before Iron Maiden (hell, who was she joking - even the first couple years after Iron Maiden she was a wreck. Pepper truly never let her live down pissing in the suit). 

 

But, the funny thing was… despite Penny only coming into Toni’s life nearly six months ago, Toni really can’t imagine life moving forward without her. Toni’s  _ never  _ let somebody in as quickly and as easily as she did with Penny - even Rhodey, who has been her best and closest friend since Toni was sixteen. Of course, the two heroes had their rocky moments - Toni flinches a bit at an unbidden memory set on the top of a building, the New York Harbor a backdrop to Toni saying harsh words to an indignant fifteen year old girl on the verge of tears. But overall? Toni  _ knew  _ something about Penny would lead to greatness.

 

Their first meeting was one that Toni felt guilty about, and probably would until the day she died. Toni had used Penny’s admiration and youthful hero worship in her favor to get what she wanted, and she  _ knew  _ it was awful and wrong looking back  _ \-  _ and that even though she had been desperate beyond belief, it wasn’t an excuse when it comes to fourteen year old children, mutant hero or not. She knew, back then and looking back on it now, that then she had been using Spider-Woman because she was a powerful body to count for her side and against Steve. But now…

 

Now, Toni can see that she was selfish. In the case of Penelope Parker - Spider-Woman - Toni could  _ not  _ have been more blind. But those couple months of seperation (if only psychical, since Toni listened to all of the voicemails Penny left for Happy,) had shown Toni that Penny was a unique individual. She was somebody who had been through a  _ lot  _ for such a short life lived, and had abilities no normal human would think of - and yet, instead of being stupid and doing whatever she wanted - Penny fights for those who can’t fight for themselves. She sacrifices sleep, free-time, the honor roll she could achieve otherwise, just to help others. If Toni had the abilities Penny has at the same age, the woman  _ knows  _ it would  _ not  _ be the same story. At  _ all. _

 

But despite guilty, rocky beginnings, Toni and Penny grew close. Penny still looked up to Toni, but the woman could tell it’s not the same as it was before - the hero worship having worn off, a bit. Despite Penny turning down becoming an Avenger, Toni still  _ wanted  _ to be a part of the girls life, wanted to help and guide her. So, that’s exactly what she did. And now, months later, they sit together at eleven twenty-five in the morning, Manhattan lit up behind them and a comfortable silence between. 

 

As she continues to gaze at the girls profile, Toni’s heart constricts just a bit. Being a mother was never...was never something Toni wanted. It happened to work out that Pepper was never terribly interested in having children, either, so it hadn’t even been a thought for all these years. But now? Now, with a kid lying ten feet away from her, comfortable in her presence and quite possibly the only being on this planet that makes Toni’s chest light up in some specific way and cause a smile she’s never felt on her own face before? Now… now, Toni knows not  _ wanting  _ a kid isn’t an option for her anymore.

 

“Penny,” she calls softly. Penny hums, not even bothering to look from her assignment with her face centimeters from the paper now. “I love you, kid.”

 

Toni doesn’t know why she said that. She didn’t mean to, that’s for  _ damn sure.  _ Her hands clam up as Penny continues to stare at her homework, pencil scribbling. The noise of Pam getting drunk off her ass in a  _ Chile’s _ has never been louder to her, despite the volume being relatively low. Just as Toni is about to apologize, or get up and go to the kitchen, or do  _ something  _ to escape the tension she feels might snap her - Penny replies.

 

“Love you too,” Penny mutters, not even truly registering or paying attention in the slightest.

 

Toni’s hands unclench, and her body sags slightly back into the couch. She feels something like  _ guilt  _ crawl down her spine - guilt at Toni thinking herself as some kind of  _ mom  _ to Penny, even though the girl has an aunt at home that fits the description far better than Toni ever would. Guilt at the fact Toni is thinking all this without Penny even being aware her mentor feels this way at all.

 

But the satisfaction and warmth she feels at hearing Penny say she loves her is enough to combat the guilt that lives in her bones, and she smiles. Penny wasn’t paying attention, not really, and even if she was Toni doubts the girl really knows the feeling and thought that lead up to it. Regardless, Toni takes what she gets.

 

Still smiling, Toni picks up her tablet and gets back to work.

**Notes for the Chapter:**

> This shit is so sappy it should be bottled up and poured in pancakes. I honestly can’t tell if that’s a good thing or not in my case. Either way, hope this wasn’t awful or out of character or anything - I just love, love!
> 
> By the way, the title is from a song of the same name by Tom Misch, who is probably the best musician on the planet.
> 
> Leave me a comment if you like, I would truly appreciate any thoughts, comments or ideas anyone has! Kudos are appreciated, too! Have a good one, thanks for reading! 💖


	2. After an Argument

**Notes for the Chapter:**

> Holy hell. You would not BELIEVE how much outlining I did for this chapter...and then promptly went off the rails after on-and-off writing for, like, 3 days in the most random places. (Like, I wrote part of this in the waiting room at the eye doctors?)
> 
> Anyways, I’m not really proud of this chapter that being said, but...I just gotta post it or I know I’ll just think about it for a week or whatever. 
> 
> Well, thank you for reading, and enjoy chapter two! 💖

The second time it’s said, the way they get to it is definitely not what Toni wishes it was.

 

It’s nine at night on a Friday. Toni is working on a sort of side project - a removable arc reactor of sorts, involving nanotechnology that she has yet to fully sort out. Pepper is upstairs in the living room reading. 

 

She knows her fiancé isn’t entirely pleased with this  _ particular  _ project, but Pepper also knows that Toni can’t help herself -  _ especially  _ when it comes to the protection of those she loves - and if having Iron Maiden on her person at all times is possible, and  _ makes  _ that protection possible, then it was only a matter of time before Toni found a way.

 

At that thought, Toni glances over at the schematics for the  _ Iron Spider  _ suit. It had already been made, but once Toni started in on the nanotech, she knew an update was necessary. At that, Toni’s thoughts veered to the spider-kid herself.

 

Turning away from the bench she currently sat at, Toni pushed her chair away and spun to the other side of the work area - where she stopped and motioned a hand up to display Spider-Woman’s vitals, location, and status.

 

Currently, Penny was patrolling in the lower Queens area, not moving but with a resting heart rate. Everything looked fine, except for the red alert at the bottom of the screen letting Toni know that Penny’s suit was torn in the torso and largely around the legs. 

 

“I  _ just  _ fixed the tears she had  _ last  _ week…” Toni sighs and instantly goes to call the girl. “FRIDAY, call Penny for me, will you?”

 

“Calling her now.” The AI responds, and Toni crosses her arm and flicks to the right, showing her what Penny is seeing. As the line rings, Toni sees Penny set down what looks to be a bag of Hot Cheetos and fumble for the phone secured against her outer thigh.

 

The line picks up, and Penny’s voice fills the lab around her. “Oh, hey, Ms. Stark! Uh, what’s up?”

 

“Hey, kid,” Toni starts, and watches the screen in amusement as Penny fumbles for the bag again one-handed, accidentally spilling some over the edge of the building she sits on with an  _ aw, shit _ . “Saw that your suit had some wear ‘n tear. What’s that about, huh? Swear I just poured my sweat and blood into repairing it the other day…”

 

“What! Sweat and  _ blood?  _ All you did was put it in some thingy and it mended itself!” Penny laughs. “But, yeah, I got a  _ little  _ too close to some guy with a knife. No big deal.”

 

“Be that as it may, mind stopping by so I can fix it up? Again?” Toni asks, and the  _ and also make sure you’re okay for myself,  _ is left unsaid. 

 

“Uh, yeah. I can come over - would you mind if I spent the night? Only ‘cause it’s kinda late already and I told May I would probably be out late tonight, and apparently she told her boss she’d be at the shelter early tomorrow even though it’s a Saturday to fill in for some new girl with time off-“

 

“Kid, kid,” Toni chuckles. If one things for certain, Penny is a  _ master  _ at rambling. “It’s alright, no explanation needed. Just let Aunt Hottie know you’re staying here.”

 

“Yeah, of course, totally,” Penny replies quickly. Toni watches on the display as the girl fishes a hand awkwardly into the tipped bag, grabbing a fistful of Cheetos - before pausing with her hand midway to her mouth. “Wait. Ms. Stark? How did you know I ripped the suit? Last time I came to  _ you  _ to fix it,”

 

“Oh, easy. I’ve got the suits integrity - meaning damage, both aesthetic and technical - linked to myself,” Toni explains easily, to which Penny mutters a  _ kind of figured _ . She continues, “...and I also know when you’re eating junk food on a roof at nine PM.”

 

Penny freezes at that, hand partially in her mouth. Toni laughs a bit as Penny chews and extracts a gloved hand from out of her mouth to grab the Cheeto bag. The girl is silent, even after she’s done chewing.

 

“Oh,” Penny says softly, and Toni can see she pulls her mask down over her mouth. “Uh, alright. Well. I’m gonna go.”

 

Toni’s eyebrows furrow at the sudden change in tone, as well as the abrupt departure. Normally, she and Penny would talk for a bit - patrolling or otherwise. Ever since the whole  _ flying Vulture thief guy  _ incident, Toni realized stepping up to the plate in terms of actually  _ being  _ there for the kid she gave an intensely high-tech, expensive suit to and recruited to fight Iron Maiden’s fight was probably a good idea.

 

Thankfully, for both of them, it ended up being not only  _ good  _ idea, but an amazing one.

 

“Alright,” Toni trails off, face still screwed up a bit. “Still coming over?”

 

“Oh, uh. Yeah. I’ll see you in a bit.” Penny replies stiffly, and Toni catches her telling her AI to “ _ end call,”  _ before the line beeps around her and Toni is enveloped in low volume classic rock once more.

 

_ Did a sixteen year old just hang up on me? _

  
  


Ten minutes later, FRIDAY is telling Toni that Spider-Woman is making her way to the lab. Toni nods, and swipes away the display containing Penny’s vitals she had, had up. Just in case.

 

The smoked glass door slides open, and in walks Penny dressed in her usual jeans and a dorky hoodie, the chest reading  _ Ah! The Element of Surprise!.  _ The Spidey suit is folded in her hands, with the mask on top. Penny looks a bit stiff walking in, with her shoulders squared and a crease between her brow.

 

“Hey, Pen,” Toni greets with a smile. Penny nods awkwardly in greeting, and sets the suit down on top of the long table that is unofficially designated as the  _ Spider-Woman All-Purposes Workstation _ . “Everything go alright on the swing over here?”

 

“Didn’t you see?” Penny replies, her tone harsher than Toni was expecting. The woman’s eyes snap up to look at the teen, who remains standing and staring down with a frustrated look at the countertop. 

 

“Alright, Underoos - you’re gonna have to run that by me again, because I’m not liking the tone here.” Toni bites out, scooting back to see Penny better. She waits, and watches as the girl shifts uncomfortably, fiddling for a second with her hair before crossing her arms as she collects her thoughts.

 

“Ms. Stark - I know you monitor me. You track me. You know the status of my suit at all times. You apparently can also have a livestream of what I see when I’m Spider-Woman. I just -“ Penny groans angrily, face scrunching up more as she steps back and grabs lightly at her hair in frustration. “You’re always  _ watching  _ me, even if you’re not  _ there _ . Like - like I’m some kind of  _ kid!” _

 

“Well, I’ve got some news for you, Spider- _ Woman _ ,” Toni replies sarcastically, “you  _ are  _ a kid, despite what your name suggests. Sixteen isn’t  _ grown _ . You turned down being an Avenger, which is fine. But that also means you need someone watching you.”

 

“But I’m not some  _ little girl!  _ I get needing superhero support, but between you and May it’s like every second of my life is being monitored and judged!” Penny exclaims, letting go of the grip on her hair and throwing her hands out in exasperation. “And I don’t need you talking down to me all the time just because I haven’t graduated high school yet!”

 

“I’m not  _ talking down _ , it’s the  _ truth.  _ You’re the kid. I’m the adult - so is May. I watch back stuff your suit records, and I watch your vitals and health to make sure you’re safe. Haven’t we had this discussion before?” Penny’s face morphs from frustrated exasperation to a mix of shock and anger, hands flexing at her sides as she stares at Toni from behind the workbench.

 

“You - you watch my  _ vitals?  _ And look back at my recordings?” Penny asks, to which Toni makes a  _ duh  _ face. For somebody who is likely smarter than Toni herself - or at least will be one day - Toni is surprised at how little thought Penny has put into this. “That…”

 

“What did you  _ think _ , Penny? That I just made you a suit without having all that stuff in there? Why  _ wouldn’t  _ I look at your vitals, or what you’re doing? You’re young and inexperienced. That’s not your fault, but that doesn’t mean you don’t need the support,” Toni says evenly, trying to ease some of the tension. She’s not sure where all this even  _ came  _ from - it’s like that  _ one  _ comment during their call flipped a switch for Penny and set her off.

 

“Oh, really? You call constantly  _ big brothering  _ me  _ support?”  _ Penny scoffs, and looks angrily away from Toni. She steps even further away, causing more distance from herself and her mentor, with the workbench still between. “I’m really sick of other people acting like they’re  _ better  _ than me because they’re older, and I’m even  _ sicker  _ of you acting like you’re my mom all the time.”

 

At that last comment, Toni’s face screws up in hurt. She only lets in remain that way outwardly for a second, though it’s long enough for Penny to see anyway. The comment strikes Toni like a slap. She had thought that the way she has been starting to see Penny - as something  _ more  _ than just a superheroine protege, something closer to...well. Something further from strictly protege, was reciprocated. That Penny had started to see her as -

 

Clearly, that was Toni’s mistake. Logically, the woman knows the comment was likely born from Penny’s current anger and the heat of the moment - but Toni’s hurt feelings over the fact that she had been stupid enough to start feeling without guilt are louder than her logical adult-thinking. 

 

“So it’s like that, huh? Well, did you ever  _ think  _ about the fact that maybe  _ I  _ don’t want to have to constantly  _ babysit  _ some bratty teenage girl, who never listens to a thing I say? Who always thinks  _ she  _ knows what’s best? Huh?” Penny looks stricken by the comment, shoes squeaking and hands balling into fists at her side as she comes to an abrupt stop where she stands. It’s quiet for a moment as the words hang in the air,  _ That’s the Way  _ crooning lowly in the lab, yet not registered by either occupants of the room.

 

“Yeah, well,” Penny sniffs, and Toni can see the girls chin wobbling as she swallows a couple times. “Guess we both learned some stuff tonight.”

 

Penny sniffs in what Toni assumes is the girl attempting to be covert, but is possibly the saddest thing she’s heard combined with the girls rapidly blinking eyes. Part of Toni wants to apologize right there for her harsh words, but her pride wins out and she just watches with an impassive expression as Penny gives her one last inscrutable expression before storming out of the lab.

 

Once she’s gone, and Toni can’t hear the girls footsteps anymore, the woman puts her face heavily into her hands, dragging them down her face.

 

“ _ Fuck,”  _ Toni drags out, anger still brewing in her and tension holding her shoulders tight. “FRIDAY, where’s she going?”

 

“It appears Ms. Parker is talking to Ms. Potts.” FRIDAY responds. After a few minutes, she chimes back in again with a, “both have retired to their respective rooms. Would you like me to inform Ms. Potts you will be up soon?” 

 

“No, FRI, that’s okay. I’m not ready to head up just yet.” Toni says, and puts pressure on her temples to ease the feeling of an oncoming headache.

 

“Alright.” FRIDAY responds simply, before going quiet and resuming the music Toni had playing before and during all of this mess.

 

How did it escalate so quickly? Toni had no clue Penny was so oblivious to all of the functions the suit has, and that Toni uses these functions often. It was so out of the  _ blue,  _ especially for Penny who is usually so optimistic and well-tempered; which is why the remarks aimed at Toni’s recently increasing maternal behavior had caught her so off guard.

 

But what hurt most about the jab was that it was  _ true _ . Toni knows she’s been sort of acting like a mother-type-figure, especially after that one morning a few weeks ago when Toni truly realized how much Penny meant to her. She had thought that Penny felt similarly, had even been filling the reciprocating role somewhat.

 

Sighing and shaking her head, Toni turns away from the Spider-Woman bench to continue half-heartedly on her nanotech project,  _ Don’t Let Me Down  _ the soundtrack to her working.

  
  


Thirty minutes later, Toni calls it a night and closes up shop. After a quick check in with FRIDAY, she’s told that Penny is in her room still, and Pepper lying in bed on her laptop. Once upstairs, Toni makes her way to her and Pepper’s room. 

 

“Hey, honey,” Pepper greets, not looking up from where she’s typing rapidly on her laptop. Toni grunts in response, face-planting into the bed right next to her fiancé. Pepper hums, and reaches one hand out to stroke Toni’s short hair softly.

 

“Think I’m gonna sleep forever. Just gonna stay right here,” Toni mumbles into the bed. Pepper uses her manicured nails to scratch lightly into Toni’s scalp, which the woman hums at appreciatively. 

 

“Certainly better than you spending all your time in the lab, like some sort of hermit,” Pepper replies good naturedly. Toni huffs, and turns her head to the side to stare pathetically at the other woman as she closes her laptops lid and sets it on the bedside table, along with her glasses. One look at Toni’s face causes Pepper to tilt her head and ask, “Do you want to talk about it?”

 

Toni groans, and regretfully stands from the bed to undress into sleeping clothes. “How much she tell you?”

 

“Not much,” Pepper hums, bringing the duvet up higher over herself as she shifts down into bed. “She was crying when she came up, and just told me you two kind of got into an argument and that she was going to bed.”

 

“Yeah, an  _ argument _ . That’s one way to put it.” Tony sighs, successfully changed into flannel pajama pants and an ironic  _ Iron Maiden  _ band shirt, gifted to her by Rhodey as a small comfort gift after everything that had happened with Stane.

 

Climbing into bed, Toni automatically moves and rests her head on Peppers stomach, where her hand resumes it’s massaging. The two sit in silence for a moment, both thinking of the situation at hand.

 

“Well,” Pepper starts, and Toni meets her eyes. “I think you should talk to her. I don’t know what happened, and I’ll make you tell me later - but it’s already been an hour, and you can’t go to bed angry.” 

 

“You’re right,” Toni sighs after a moment of consideration. The woman lays for a moment still, basking in the warmth of her bed and the feel of Pepper’s fingers combing through short, unstyled hair. But, Toni knows she needs to be responsible and putting confrontation off longer only makes things worse. So, with a light kiss to Pepper, the woman makes her way down the hall and stops in front of the door with a small, black spider on the front.

 

Knocking, Toni hears a small  _ “come in”  _ from inside, and opens the door to Penny’s room. Inside, it’s the same organized chaos it usually is - with Penny lying atop her bed, phone in hand. On the TV on the opposite side of the room, Toni can hear  _ Seinfeld  _ playing - but is promptly paused after Penny looks up at the woman in her doorway.

 

“Hey,” Penny greets quietly, sitting up fully in her bed and resting against the headboard not making eye contact. Toni crosses the room, leaving the door open a crack behind her and sitting on the edge of the bed.

 

“Hey.” Toni starts, and sighs before putting a hand on Penny’s ankle to grab her attention. Once the girl is looking at her, Toni starts talking. “Kid… I’m sorry. I know I was acting insensitive, and I’m sorry. I don’t know what started all this, but I should have been more upfront about everything that happens behind the scenes with Spider-Woman… and not as much of a dick about it. If I seem overbearing, I’m sorry ‘bout that too.

 

“But you gotta understand, kid, I’m not gonna stop. Not gonna stop making sure you’re safe, I mean. As your - uh, as your mentor, it’s my  _ job  _ to make sure you don’t die out there.” Toni pauses, and scrutinizes Penny’s facial expression to make sure she’s being heard and understood. The girl is chewing on her bottom lip, and staring at where her hands grip the bottom of her hoodie in her lap. Toni takes it that the girl is paying attention, and continues. “And you gotta understand, Pen - I would  _ never  _ try and replace May, or your mother. I’m not - I’m not  _ them _ , and I’m sorry for assuming I could try to…”

 

Toni struggles for words as she cuts herself off, hand flailing in the air as she tries to find the words. In another context, she’s certain it would be amusing to see  _ the  _ Toni Stark - the woman who can fill the silence at the  _ worst  _ times, and in the most inappropriate ways - struggle for the words, but in this situation Toni just feels her face flush at her inability to describe what she means.

 

“I’m  _ so  _ sorry, Ms. Stark,” Penny blurts before Toni can collect her words. The woman shuts her mouth and drops her hand, giving her attention over to the girl. Penny sighs and looks off to the floor for a second, then lifts her eyeline to meet Toni’s. “I never should’ve flipped out on you like that. It’s just… recently, I don’t know. School’s been a  _ lot  _ of pressure, and May’s always on top of me about  _ everything _ . And I should have known about all the,” she waves a hand in the air, “ _ Spider-Woman  _ stuff, but I didn’t even stop to think about that kinda stuff outside of what Happy’s  _ sort of  _ told me, before.

 

“I just feel like I kind of have no freedom, recently? Like I’m just some  _ kid _ and my parents are hovering over my shoulder all the time. I’m almost eighteen, and I just… if I have these powers, and I do all this  _ stuff  _ that nobody else could do, being monitored so much is just…” Penny trails off, shaking her head. Toni nods in understanding, processing what the girl had said and connecting it to the way she had acted previously.

 

“I understand, Pen. I’m sorry for  _ “big brothering”  _ you, and I’m gonna do my best to respect that you don’t need me on you all the time - or when I feel like it. But you gotta know, kid, you’re still only sixteen. You’ve got a  _ long  _ way to go, and there’s no need to be in such a rush to grow up,” Toni says. She holds an arm out to Penny, to which the girl smiles bashfully and crawls over to hug her mentor. “Being an adult isn’t all it’s cracked up to be.” 

 

Penny let’s out an amused giggle, and settles more into the hug. After a moment, Penny’s grip tightens around Toni, to which the woman makes a questioning sound.

 

“Toni…” Penny starts, which has Toni’s eyebrows raising at the informal use of her name. “I’m  _ so  _ sorry for saying what I said down there. About the… the mom thing. I didn’t mean it, like,  _ at  _ all. I, um… I do see you. Like that,”

 

Toni sits silent for a moment, considering. She honestly hadn’t expected to talk about  _ that  _ particular comment - no matter how much she had wished they would, even if she would never admit that. But, pleasantly surprised, Toni smiles softly and folds Penny into a closer grip.

 

“Me too, kid.” Toni says, simply. The tension bleeds from Penny’s shoulders and grip, and Toni can feel her smiling where her head rests underneath the woman’s chin. “I love you.”

 

“I love you, too.” Penny replies. After a bit, the two naturally shift away from the hug into an affectionate closeness, unpausing the television and watching Kramer slide into Jerry’s apartment.

 

Sliding a hand through the girl's hair where her head rests against Toni’s collarbone, she really couldn’t be more pleased with where she’s at.

**Notes for the Chapter:**

> Well, there we have it. This chapter is waaay longer than last chapter, and like I said kind of got away from me. I’ve got a serious problem with dialogue!
> 
> Side note, I think I might be the only person of color who likes Seinfeld. Or maybe just the only teenager who likes it...either way, I love forcing my sitcom agendas on fictional characters.
> 
> Thank you so much for reading, and as always if you have any ideas, thoughts or just some comments I would absolutely love to hear them! Kudos are also greatly appreciated! Have a good one! 💖💖


	3. After an Injury

**Notes for the Chapter:**

> Whew. It has been a weird week for me, but now it’s over - and I come bearing a new chapter! I’m hoping to update every Thursday now, but we’ll see how that goes seeing as the last chapter is gonna be a bit big and has taken a lot of planning so far… but, I have my hopes!
> 
> So, enjoy the chapter, and make sure to read the end notes ‘cos I have a bit of explanation down there! 💖

The third time it happens, Penny is exhausted - physically and emotionally - beyond belief.

 

It had all began on a relaxed Tuesday evening. Penny had been at home, sitting at her desk with her bedroom door open - the sounds of May listening to  _ NPR  _ and washing dishes white noise to Penny’s AP World History reading. It was  _ very  _ boring work - which is why she could have leapt with joy whenever her phone sounded a distress call tone.

 

**_Ms. Maiden_ **

_ Could use your help kid. Upper West Side. Some dude trying to copy my look. Let me know ASAP if you’re available. _

 

Penny bites her lip, looking briefly between her thick textbook and the message from Ms. Stark. It only takes a second to decide. Scraping her chair backwards, Penny quickly begins undressing.

 

After donning her suit sans mask, Penny quickly scrambles out of her room, out into the kitchen.

 

“May,” Penny calls for her aunts attention. The woman hums, and tilts her head without looking at her niece to let her know the girl has her attention. “Ms. Stark needs my help in Manhattan. I really have to go.”

 

This gets May’s attention quickly. The woman turns fully, shaking her wet hands into the sink and looking Penny up and down with pinched eyebrows.

 

“It’s a school night,” May clicks her tongue, and purses her lips in thought. Eventually, she sighs and pushes her glasses up with the back of her wrist. “Alright. You can go help Stark, but she  _ better  _ have you back by midnight. Let her know that’s a direct threat, while you’re at it.”

 

Penny smiles, and quickly hugs her aunt without bothering to inform her that’s not really how crime fighting works. May tries to awkwardly hug back while holding her wet hands out so as to not soak Penny. The woman kisses her niece on the temple, before the girl takes off running to her bedroom once more.

 

“Be safe!” May calls, and Penny shouts an affirmative before launching herself out of the window and into the welcoming evening spring air.

 

*

 

By the time she crosses from Queens to Manhattan, Penny can already see the bright lights and beams. She sighs, and knows this is gonna be a long one.

 

“ _ Connecting to Avengers comms.”  _ KAREN informs Penny once she gets in the closer vicinity of the battle. There’s silence for a moment, then a sort of chime confirming a connection - and suddenly Toni’s voice floods her ears.

 

“ _ God fu- oh, she is? FRIDAY why didn’t you- whatever. Hey, Spider-Woman. Thanks for helping out!”  _ Toni says loudly. Penny giggles a bit at her exclamations, and lands gracefully on a tall rooftop to evaluate and make sense of all that is going on.

 

“Hey, Ms. Stark. Sorry to, ah,  _ interrupt,  _ but what exactly am I lookin’ at here?” Penny questions. There’s a bit of a lull in the fighting, and Penny notes that it’s just Iron Maiden (and now Spider-Woman) out on the field. “And where are the other Avengers?”

 

“ _ Well, they’re all either a bit busy or at the compound, so, sorry to disappoint you Spiderling, but it’s just gonna be little old me today.”  _ Toni informs her good naturedly, and Penny laughs a bit under her breath. She waits for a second, watching as the woman surveys her surroundings from up in the air, and after a second deems it a good time to jet over to the roof Spider-Woman has parked herself on and land with a  _ clunk _ . Her faceplate rectracts, showing Penny that the woman has taken a couple hits already today.

 

“All I know about what’s going on is that this dude has a suit that looks  _ pretty  _ similar to mine. Less cool, but that’s a given. He’s got electron beams, flying capabilities, and super strength more than likely granted by the suit.” Toni informs her. Penny nods diligently, digesting the information. “I’ve never seen this guy before, so it’s probably safe to say he’s new to the game.”

 

“So, inexperienced then.” Penny thinks aloud, to which Ms. Stark nods in agreement. Just as Toni opens her mouth to say something more, the building they stand on shakes to the right of them. Ms. Stark’s eyes widen momentarily, and her head snaps to attention to the source of the noisy landing.

 

Penny whips her head, taking her attention from her mentor and to the figure that landed on the same rooftop the two heroes are stood on. Ms. Stark is entirely correct - the man  _ definitely  _ looks like he took a page out of the Stark design book, only if he were male and just… innately  _ evil?  _ It looks to Penny like a first model, or at least a first model for  _ battle.  _ It’s a large thing, the majority colored a salmon color with the helmet, gauntlets, boots, shoulders and hip girdle being an off-green color. Though appearing to be a first use suit, it’s appearance is still relatively sleek - though a bit scuffed from fighting with Iron Maiden.

 

Though he is stood at a bit of a distance, Penny’s enhanced vision can make out features of the man’s exposed face. He has no faceplate - a key difference between his suit and Iron Maiden’s. The man is white, with distinguished bone structure; a long nose, with prominent cheekbones and grey eyebrows, and wrinkles revealing himself to be around Ms. Stark’s age, if not possibly a bit older.

 

The man smirks, and looks Iron Maiden up and down with a sneer. He says nothing, until he slides his attention over to Penny - to which he gives the same treatment, but his sneer slides off his face to show a smug, condescending smile.

 

“Well. If it isn’t the woman of the hour,” he drawls. Penny makes an uneasy expression under her mask, but stays silent for a moment more. “New York’s mutant  _ protector.  _ I’m going to have fun, putting you in your place. Setting an example.”

 

Penny is stricken by the comment. The man says it was such  _ disdain _ , like the  _ idea  _ of Spider-Woman protecting New York, and being a mutant while she’s at it, makes the man want to  _ vomit _ . Truthfully, Penny had never thought of herself in terms of being a mutant - she just thought of herself as being simply more  _ enhanced _ , perhaps, than the normal person - but never putting a particular label or name to it in the way the man does.

 

Out of the corner of her eye, Penny can see Ms. Stark look at her somewhat nervously. “Has all this been to get my attention? Gotta say, man, this is pretty hardcore. Could’ve DM’ed me on Twitter instead,”

 

“Sorry to say it, but  _ nobody  _ is getting put in their place tonight. Especially not by some knockoff  _ me  _ with an uglier suit.” Toni scoffs, but the banter glances off the man. If he’s annoyed, he doesn’t show it - he only shifts his stance and powers up his suit.

 

“We’ll see.” He states simply, before launching himself at the duo. Penny is just in time to flip off the building to avoid being hit bodily - and see’s Iron Maiden flying up to avoid him as well.

 

“If nothing else, at least I know color theory!” Penny hollers, hoping the guy can hear her taunting. “I hope you know salmon and _that_ green are not a look!”

 

The man says nothing - but Penny didn’t expect him to (they never do). Instead, he goes flying right past where Iron Maiden is trying to pin him, straight for where Spider-Woman is clinging to the side of a building.

 

“I don’t think so,” Penny murmured to herself, and waits for him to get in her range. When he’s close enough, Penny flips herself backwards, aiming to land on his shoulders. She succeeds, and webs his hands, grabbing onto the rim of the helmet surrounding his face. She flips them over once more, her thighs a vice grip around the man’s neck, trying to choke him out. Only, whenever she flips them, the sound of his boot jets become overwhelming - and they go careening towards the ground.

 

“ _ Spider-Woman! Abort!”  _ Penny hears Ms. Stark exclaim in her ear. And abort she does, uncrossing her legs and using the man’s back as a springboard to jump away and web on to a nearby building. She watches as the man goes down, but not before his powered hands contained by Spider-Woman’s webs glow intensely bright - and the webbing shoots off with a loud whining noise, and a beam cuts a giant hole in the building opposite.

 

“ _ You gotta be kidding me,”  _ Ms. Stark complains, at the same time Penny exclaims a “ _ Holy shit! _ ”

 

Not wasting a spare moment, both Spider-Woman and Iron Maiden quickly make their way to where the man now stands on the ground, seemingly getting his bearings for a second. Upon arriving, Iron Maiden lands right in front of him with Spider-Woman behind.

 

Toni shoots her high-powered repulsor at the man’s chest, and Penny is behind him when he falls to kick him in the side so he falls to the ground. He’s still fully conscious, and finally seems to be showing a bit of that frustration.

 

Just as Penny goes to web him to the ground, he rolls and jets to the air above them. Her spider-sense makes a sudden appearance, causing the back of her head to ache and chill to run down her spine. Without hesitation, she listens to what it tells her and leaps up, from where there is now a black scorch mark on the cement.

 

“ _ I’m sick of this, _ ” Ms. Stark rumbles in her ear, and Penny can’t help but agree - though she says nothing in reply. Penny, now airborne, jumps once more unto the man and clings to his chest. Close like this, she can see his face and the disgusted expression he makes.

 

“ _ You people _ ,” he spits. He is attempting to get her off of him, like one would with a particularly annoying insect. “You don’t  _ deserve  _ to be fighting me, or with people like _ her.” _

 

He jerks his head back, gesturing to where Iron Maiden flies while landing hits on him as he and Spider-Woman struggle in the air - though he seems like he could care less about the damage being done to his suit. Just as Penny is about to retort, her spider-sense pounds into her skull in warning. At that precise moment, she registers that the man is firing up his gauntlet, and is intending to shoot Spider-Woman in order to get her off his chest.

 

In reaction, Penny unsticks, and leaps up and away in a similar way she did earlier. But what she  _ hadn’t  _ counted on, was Iron Maiden being directly in front of the man - and behind Penny - when they had been scuffling.

 

Penny can hear the sound of his gauntlet beam firing, but only turns in surprise when she hears it  _ hit  _ something; and that something crashing to the ground. 

 

“Ms. Stark? _ ”  _ Penny asks shakily into her comm. She is greeted only by silence, and then KAREN informing her, “ _ Ms. Stark’s suit is offline.” _

 

Penny’s heart leaps in her chest, racing a mile a minute. Forgetting about the duty at hand, Penny webs her way over to her still mentor on the ground, at the feet of the man that had taken her down.

 

“My name is Professor Power.” The man states, watching in disdain as Spider-Woman kneels next to Iron Maiden, whose suit is not glowing at all.

 

“I don’t  _ care,” _ Penny growls, and leaps up to attack the man. But before she can do anything, he jets up into the air - but still in range of her web. Just as she’s about to pursue him, he opens his mouth once more,

 

“I’ll be back for you,  _ Spider-Woman _ . Take care not to  _ forget. _ ” With that, the instant he is finished he jets off - suit a mess, but still faster than Penny can follow. She snarls from under her mask, but decides her mentor is more important than that  _ jackass. _

 

Rushing over, she slides on her knees to stop right next to her mentor. The woman’s faceplate is still down, which Penny corrects by sticking her fingers to it and ripping it off with very little effort.

 

“KAREN?” Penny asks hesitantly. Though she doesn’t ask anything in particular, her AI knows exactly what she wants to hear.

 

“ _ It appears that Professor Power has overloaded the Iron Maiden arc reactor, causing a system shutdown. Ms. Stark has several cracked ribs, and is unconscious without indication of waking up soon.”  _ KAREN informs her sympathetically, then continues, “ _ Though she is not in imminent danger of death, I would advise getting Ms. Stark to the Avengers Tower immediately, and requesting medical assistance.” _

 

Unable to say anything, Penny only nods shakily. She knows she needs to move - she _ knows _ . But seeing Ms. Stark lying on the ground, encased in the suit that’s meant to protect her… Penny’s eyes sting, and she lets out a pathetic noise trying to keep herself from crying.

 

“It’s gonna be okay, Toni,” Penny says to her mentor, sniffling. The woman can’t hear her, or see her, but Penny takes off her mask anyway. There’s nobody to see them, here, and even though Ms. Stark isn’t conscious, Penny still wants to comfort.

 

Her bangs are uncomfortable in her eyes, elongated with sweat. That, combined with the pressure behind her eyes and in her throat, causes Penny to blink hard - and a few tears escape.

 

“Okay. I’m gonna carry you to the tower, okay?” Penny assures, and wipes angrily at her face. She breathes deeply, then leans over to securely pick up the heavy Iron Maiden suit. Penny’s long braids that had been secured under her mask fall over her mentors face momentarily, and at that she single-handedly puts her mask back on.

 

In a crouch, Spider-Woman picks up Iron Maiden, leaving the forgotten faceplate to rest on the ground. Some lucky kid will find it later, probably. The combined weight of a suit and the weight of a fully grown woman is heavy, certainly, but to Penny it’s not much at all.

 

“Alright. I won’t drop you, I swear. It’ll be okay.” She gives one last look at her mentors face, before sticking her hands to the woman and webbing away to the tower.

 

*

 

Finally reflecting, with her first chance at rest tonight, Penny knows she’s definitely breaking Aunt May’s  _ back by midnight  _ rule tonight.

 

Penny is sat, currently, in the same room her mentor is recovering in. She has yet to wake, but Penny had been informed via in-house doctors ( _ not  _ Helen Cho, which Penny is  _ totally not  _ secretly bitter about) that her mentor is not in any danger of death - but is merely beat up, and falling from a high height in a dead suit after being hit with a high-powered beam wouldn’t be good for  _ anyone’s _ health.

 

She has been in the seat by Ms. Stark’s bed for about two hours, at first watching diligently - then making a phone call to Pepper, who was currently in Seattle on business, to inform her of what had happened with her fiancé.

 

After that, Penny had remembered to shoot her no doubt worried aunt a text to let her know she more than likely wouldn’t be making it back tonight. With all her pressing duties attended to, Penny sat and waited.

 

Eventually, she drifted to her phone and earbuds, turning on the episode of  _ Community  _ she had last been on and only half paying attention. She was still dressed in her suit, but in the privacy of the room with just her mentor present and no monitoring, Penny deemed it safe enough to take off her mask. She wanted to shower desperately; dried sweat making her uncomfortable and her long hair, once out of its braids, stringy with grease and sweat.

 

Penny say slouched in the chair for two episodes. Right in the middle of Troy and Abed making the beginnings of a no doubt awesome pillow fort, Penny notices in her peripheral Ms. Stark moving more than she had at all in the past couple hours. Fumbling, she pauses the episode and quickly tears her earbuds out of her ears and jumps from her seat to move closer.

 

“Ms. Stark?” Penny inquires, gripping the sleek railing lining the bed. The older woman scrunches up her face a bit, before squinting her eyes open. She blinks hard for a few seconds, adjusting to newfound consciousness and the light of the room. Finally, she inhales deeply and opens her eyes to Penny standing nervously over her.

 

”Woah. Hey, kid.” she greets, and pushes herself up with the arm not burdened by any tubes or wires. Penny lets out a relieved sigh, shoulders finally sagging and letting go of the tension that had resided in them ever since she landed on that rooftop nearly four hours ago.

 

” _ Ms.Stark,”  _ Penny exhales, before practically falling into the woman in a hug. Ms. Stark lets out a surprised grunt at the weight, but says nothing in complaint as she wraps her arms around Penny.

 

They’re silent for a moment, the only noise in the room the beeping of the heart monitor. Finally, Penny mumbles into Toni’s shirt, “I’ve decided you’re never allowed to be hurt. Ever again,”

 

“Oh yeah?” Toni laughs, and Penny smiles and nods.

 

“Yep. Love you too much for you to get hurt.” Penny says factually, tightening her grip around the woman’s torso as the woman tugs her down to sit on the bed instead of bending over it.

 

“Okay, well if that’s how it’s gonna be…  _ you’re  _ never allowed to be hurt, either.” Toni replies, and Penny nods in agreement.

 

“I’ll do my best,” Penny says. Ms. Stark laughs, ruffling the teenagers hair a bit before kissing the top of her head quickly.

 

“Love you too, kid.” Penny smiles at the words. It’s nice to hear them coming from Ms. Stark - though she hadn’t done it on  _ purpose _ , she’s glad her seeing Toni as a motherly figure along with May has never been taken poorly. 

 

Penny has had her share of father-figures, and both times they had only turned out in pain. But, despite her mother dying as well, May had always been there for Penny - through thick and thin. And now, with Ms. Stark at her side, Penny can’t help but think a lack of a male figure in her life now isn’t the worst thing ever. 

 

“What were you watching?” Toni asks, and Penny sits up from where she was slumped. Ms. Stark is gesturing toward her forgotten phone on the seat by the bed, still lit up.

 

“Oh,” she leans over and pulls the phone and earbuds into her lap. “Just Community.”

 

Toni makes a  _ hand it over  _ gesture, and Penny passes over an earbud while putting the other in her ear. Ms. Stark makes room on the bed, and Penny slides in next to her. Shoulder to shoulder, the two watch the sitcom together in companionable silence.

 

When the dean comes on screen, Toni wonders aloud, “ _ Huh, that guy looks familiar.” _

**Notes for the Chapter:**

> Ok, before I or anyone else says anything; I do in fact know Spidey isn’t a mutant, but a subset of it AKA a mutate! But, classifying her as a mutant just happened to work for me. Plus, I don’t think the distinction matters to people who hate mutants much…?
> 
> Also, Professor Power is actually a real baddie for those wondering! I had to do some Marvel villain sleuthing for him, and he just so happened to be the perfect bad guy for my story! So thank you, Anthony Powers. I hate you and, yes, your suit is ugly.
> 
> And if the ending feels rushed… my bad. I wanted to post today and I was almost done, and I came back and… that ending happened. I hope it’s good enough, I didn’t wanna overload with dialogue and wanted to end on a sort of high note. (Also, Community easter egg for anyone cool enough to have watched the show!😎) 
> 
> Sorry for the rambling, sort of long here. Well you know the drill - comment anything and everything you would like, and kudos are certainly appreciated. Thank you a ton, and have a good one! 💖


End file.
